<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST KEYSTONE FINANCIAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
January 7, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of First Keystone Financial, Inc. The meeting will be held at the Towne House
Restaurant located at 117 Veterans Square, Media Pennsylvania, on Wednesday,
January 28, 1998 at 2:00 P.M., Eastern Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in First Keystone Financial,
Inc. are sincerely appreciated.
Sincerely,
Donald S. Guthrie
President and Chief Executive Officer
<PAGE> 3
FIRST KEYSTONE FINANCIAL, INC.
22 WEST STATE STREET
MEDIA, PENNSYLVANIA 19063
(610) 565-6210
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 1998
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Annual Meeting") of First Keystone Financial, Inc. (the "Company") will be
held at the Towne House Restaurant located at 117 Veterans Square, Media
Pennsylvania, on Wednesday, January 28, 1998 at 2:00 P.M., Eastern Time, for
the following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect three (3) directors for a four-year term or until
their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of
Deloitte & Touche LLP as the Company's independent auditors for the fiscal year
ending September 30, 1998; and
(3) To transact such other business as properly may come before
the meeting or any adjournment thereof. As of the date hereof, management is
not aware of any other such business.
The Board of Directors has fixed December 15, 1997 as the voting
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting. Only those stockholders of record as of the close
of business on that date will be entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Carol Walsh
Corporate Secretary
Media, Pennsylvania
January 7, 1998
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY
YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER
TO VOTE IN PERSON AT THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
<PAGE> 4
FIRST KEYSTONE FINANCIAL, INC.
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 28, 1998
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share (the "Common Stock"), of First Keystone Financial, Inc. (the
"Company"), the holding company of First Keystone Federal Savings Bank (the
"Bank"). The Company acquired all of the Bank's common stock issued in January
1995 in connection with the conversion of the Bank from mutual to stock form.
Proxies are being solicited on behalf of the Board of Directors of the Company
to be used at the Annual Meeting of Stockholders ("Annual Meeting") to be held
at the Towne House Restaurant located at 117 Veterans Square, Media
Pennsylvania, on Wednesday, January 28, 1998 at 2:00 P.M., Eastern Time, for
the purposes set forth in the Notice of Annual Meeting of Stockholders. This
Proxy Statement is first being mailed to stockholders on or about January 7,
1998.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, then
each proxy received will be voted FOR the nominees for director described
herein, FOR ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for fiscal 1998 and upon the transaction of such
other business as properly may come before the meeting, in accordance with the
best judgment of the persons appointed as proxies. Any stockholder giving a
proxy has the power to revoke it at any time before it is exercised by (i)
filing with the Secretary of the Company written notice thereof (Carol Walsh,
Secretary, First Keystone Financial, Inc.); (ii) submitting a duly executed
proxy bearing a later date; or (iii) appearing at the Annual Meeting and giving
the Secretary notice of his or her intention to vote in person. Proxies
solicited hereby may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on December 15,
1997 (the "Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 1,228,419 shares of Common Stock
outstanding and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the meeting. Directors are
elected by a plurality of the votes cast with a quorum present. The three
persons who receive the greatest number of votes of the holders of Common Stock
represented in person or by proxy at the Annual Meeting will be elected
directors of the Company. Abstentions are considered in determining the
presence of a quorum and will not affect the plurality vote required for the
election of directors. The affirmative vote of the holders of a majority of
the total votes present in person or by proxy is required to ratify the
appointment of the independent auditors. Under rules of the New York Stock
Exchange, the proposal for ratification of the appointment of auditors is
considered a "discretionary" item upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not furnished voting
instructions and for which there will not be "broker non-votes."
1
<PAGE> 5
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into four classes that are as equal
in number as possible, and that members of each class of directors are to be
elected for a term of four years. One class is to be elected annually.
Stockholders of the Company are not permitted to cumulate their votes for the
election of directors.
No other directors or executive officers of the Company are related to
any other director or executive officer of the Company by blood, marriage or
adoption, except for Edmund Jones and Donald A. Purdy, who are brothers-in-law.
All of the nominees currently serve as directors of the Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If the person or persons named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, then the proxies will
nominate and vote for one or more replacement nominees recommended by the Board
of Directors. At this time, the Board of Directors knows of no reason why the
nominees listed below may not be able to serve as directors if elected.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues, including
tenure as a director of the Bank.
NOMINEES FOR DIRECTOR FOR FOUR-YEAR TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---------------------------- ------ -------------------------------------- --------------
<S> <C> <C> <C>
Edward Calderoni 75 Director; President of Century-21 1982
Calderone Brothers, Inc., a real
estate firm located in Media,
Pennsylvania, since 1968.
Silvio F. D'Ignazio 78 Director; owner of the Towne House 1976
Restaurant in Media, Pennsylvania, and
the Nottingham Inn in Nottingham,
Pennsylvania.
Joan G. Taylor 68 Director; retired; former Executive 1976
Director of the Young Woman's
Christian Association (Y.W.C.A.) in
Chester, Delaware County,
Pennsylvania, until her retirement in
1991.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
THE ABOVE NOMINEES FOR DIRECTOR.
2
<PAGE> 6
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---------------------------- ------ ---------------------------------------- --------------
<S> <C> <C> <C>
Donald S. Guthrie 62 President and Chief Executive Officer 1994
of the Bank since 1993; previously a
member of the law firm of Jones,
Guthrie & Strohm, P.C., Media,
Pennsylvania.
Edmund Jones 79 Director; former Chairman of the Board 1947
from 1979 until 1993; member of the
law firm of Jones, Guthrie & Strohm,
P.C.
Willard F. Letts 76 Director; President and principal 1982
shareholder of Eastern Flame Hardening
Co., Eddystone, Pennsylvania, a
ferrous metals heat treating business.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---------------------------- ------ ---------------------------------------- --------------
<S> <C> <C> <C>
Olive J. Faulkner 75 Director; retired; formerly served in 1970
various positions with the Bank,
including Vice President and Corporate
Secretary of the Bank from 1970 to
1988.
Donald A. Purdy 74 Chairman of the Board since 1993; 1970
served as President and Chief
Executive Officer of the Bank from
1990 to 1993.
Thomas M. Kelly 41 Director; has served as Chief 1997
Financial Officer of the Bank since
1991 and Executive Vice President
since 1995; served as Senior Vice
President from 1991 to 1995; former
Senior Manager at Deloitte & Touche
LLP.
</TABLE>
3
<PAGE> 7
DIRECTORS WHOSE TERMS EXPIRE IN 2001
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---------------------------- ------ ---------------------------------------- --------------
<S> <C> <C> <C>
William K. Betts 75 Director; retired; former Senior Vice 1982
President of Human Resources of the
Bank from 1982 until 1986; served as
President of Linwood Keystone Savings
and Loan Association prior to its
merger with the Bank in 1982.
Walter J. Lewicki 80 Director; retired; formerly associated 1982
with the firm of Lokker, Lees and
Melcher, Inc., a commercial real
estate management firm located in
Media, Pennsylvania.
</TABLE>
- -------------------------
(1) As of September 30, 1997.
STOCKHOLDER NOMINATIONS
Article 6.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder
who has complied with the notice provisions set forth in such section.
Stockholder nominations must be made pursuant to timely notice delivered in
writing to the Secretary of the Company. To be timely, a stockholder's notice
must be delivered to, or mailed and received at, the principal executive
offices of the Company not later than 60 days prior to the anniversary date of
the immediately preceding annual meeting. No such notices were submitted to
the Company's Secretary for consideration at this Annual Meeting.
Each written notice of a stockholder nomination shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director and as to the stockholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number
of shares of Company stock that are beneficially owned by such person on the
date of such stockholder notice, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to the proxy rules
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(b) as to the stockholder giving the notice (i) the name and address, as they
appear on the Company's books, of such stockholder and any other stockholders
known by such stockholder to be supporting such nominees and (ii) the class and
number of shares of Company stock that are beneficially owned by such
stockholder on the date of such stockholder notice and, to the extent known, by
any other stockholders known by such stockholder to be supporting such nominees
on the date of such stockholder notice. The presiding officer of the meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedures.
4
<PAGE> 8
COMMITTEES AND MEETINGS OF THE BOARD OF THE COMPANY AND BANK
The Board of Directors of the Company meets on a monthly basis and may
have additional special meetings upon the request of the President or a
majority of the directors. During the fiscal year ended September 30, 1997,
the Board of Directors of the Company met 14 times. No director attended fewer
than 75% of the total number of Board meetings or committee meetings on which
he or she served that were held during this period. The Board of Directors of
the Company has established the following committees:
Internal Review Committee. The Internal Review Committee consists of
Messrs. Calderoni, D'Ignazio and Lewicki and Ms. Taylor. The Internal Review
Committee reviews the records and affairs of the Company, meets with the
Company's outsourced internal auditor, engages the Company's external auditors
and reviews their reports. The Internal Review Committee met three times
during fiscal 1997.
Nominating Committee. The Nominating Committee consists of Messrs.
Calderoni, Jones and Letts. The Nominating Committee, which is responsible for
reviewing and nominating candidates to the Board, met one time during fiscal
1997.
The Board of Directors of the Bank met 13 times during fiscal 1997.
In addition, the Board of Directors of the Bank has established the following
committees:
Executive Committee. The Executive Committee consists of Messrs.
Calderoni, D'Ignazio, Faulkner, Guthrie, Kelly, Jones, Letts and Purdy and Ms.
Faulkner. The Executive Committee has authority to act on general Bank matters
between Board meetings. The Executive Committee met 12 times during fiscal
1997.
Compensation Committee. The Compensation Committee consists of
Messrs. Calderoni, D'Ignazio and Letts. The Compensation Committee, which
reviews overall compensation and benefits for the Bank's employees and
recommends compensation and benefits for senior officers, met two times during
fiscal 1997.
Internal Review Committee. The Internal Review Committee consists of
Messrs. Calderoni, D'Ignazio and Lewicki and Ms. Taylor. The Internal Review
Committee reviews the records and affairs of the Bank, meets with the Bank's
outsourced internal auditor, engages the Bank's external auditors and reviews
their reports. The Internal Review Committee met three times during fiscal
1997.
In addition to the committees described above, the Bank also has
established other committees which include members of the Board and senior
management and which meet as required. These committees include, among others,
an Asset/Liability Committee, a Loan Committee, a Community Investment
Committee and an Asset Quality Review Committee.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal
occupations during the last six years for the three executive officers of the
Company and the Bank who do not serve as directors.
STEPHEN J. HENDERSON. Mr. Henderson has been Senior Vice President
and Chief Lending Officer since May 1991 and has been employed in various
capacities at the Bank since 1971.
ELIZABETH M. MULCAHY. Ms. Mulcahy has served as Senior Vice President
of Human Resources since 1991 and has been employed in various capacities at
the Bank since 1964.
CAROL WALSH. Ms. Walsh has served as Corporate Secretary since August
1991 and has been employed in various capacities at the Bank since 1970.
5
<PAGE> 9
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of December 15, 1997, and certain other information with respect to
(i) the only persons or entities, including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act, who or which were known to the Company to
be the beneficial owner of more than 5% of the issued and outstanding Common
Stock, (ii) each director of the Company, and (iii) all directors and executive
officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group December 15, 1997(1) Common Stock
-------------------------------------- -------------------------- ----------------
<S> <C> <C>
First Keystone Financial, Inc.
Employee Stock Ownership Plan
Trust(2)
22 West State Street 147,575 12.0%
Media, Pennsylvania 19063
Charles J. Moore 79,500(3) 6.5
The Banc Funds Company L.L.C
208 South LaSalle Street
Chicago, Illinois 60604
Dorset Management Corporation
David M. Knott
485 Underhill Boulevard, Suite 205
Syosset, New York 11791 73,000 5.9
Directors:
William K. Betts 7,226(4)(5)(6) *
Edward Calderoni 12,176(5)(6)(7) *
Silvio F. D'Ignazio 33,520(5)(7) 2.7
Olive J. Faulkner 12,176(5)(6) *
Donald S. Guthrie 33,581(8) 2.7
Edmund Jones 9,452(9) *
Thomas M. Kelly 14,459(10) 1.2
Willard F. Letts 7,176(5)(6)(11) *
Walter J. Lewicki 7,176(5)(6)(11) *
Donald A. Purdy 26,525(12) 2.2
Joan G. Taylor 3,176(5)(6) *
All directors and
executive officers as
a group (14 persons) 221,353(13) 17.4
</TABLE>
(Footnotes on next page)
6
<PAGE> 10
- -------------------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations
promulgated pursuant to the Exchange Act, shares of Common Stock are
deemed to be beneficially owned by a person if he or she directly or
indirectly has or shares (i) voting power, which includes the power to
vote or to direct the voting of the shares, or (ii) investment power,
which includes the power to dispose or to direct the disposition of
the shares. Unless otherwise indicated, the named beneficial owner
has sole voting and dispositive power with respect to the shares.
(2) The First Keystone Financial, Inc. Employee Stock Ownership Plan
Trust (the "Trust") was established pursuant to the First Keystone
Financial, Inc. Employee Stock Ownership Plan (the "ESOP") by an
agreement between the Company and Messrs. Calderoni, Jones and Purdy,
who act as trustees of the plan (the "Trustees"). Under the terms of
the ESOP, the Trustees must vote all allocated shares held in the ESOP
in accordance with the instructions of the participating employees,
and allocated shares for which employees do not give instructions and
unallocated shares will be voted in the same ratio on any matter as to
those shares for which instructions are given. Unallocated shares
held in the ESOP will be voted by the Trustees. Allocated shares for
which participants do not provide the Trustees' instructions and
allocated shares will be voted in the same ratio on any matter as
those allocated shares for which instructions are given. As of the
Voting Record Date, 21,760 shares held in the Trust had been allocated
to the accounts of participating employees. The amount of Common
Stock beneficially owned by each individual trustee or all directors
and executive officers as a group does not include the shares held by
the Trust.
(3) Reflects shares held by the Banc Fund III L.P. (9,532 shares), Bank
Fund III Trust (29,218 shares), Banc Fund IV L.P. (9,340 shares) and
Banc Fund IV Trust (31,410). The general partner of Banc Fund III
L.P. is MidBanc III L.P. ("MBIII") while the general partner of Bank
Fund III Trust is MidBanc IV L.P. ("MBIV"). The general partner of
MBIII is ChiCorp Management III, Inc. ("Management III") while the
general partner of MBIV is ChiCorp Management IV, Inc. ("Management
IV"). The sole stockholder of Management III and IV is The Banc Funds
Company, L.L.P. ("TBFC") which is controlled by Charles J. Moore.
The investment manager of Bank Fund III Trust and Bank IV Fund Trust
is TBFC. Mr. Moore is manager of the investment decisions for each of
Banc Fund III L.P., Bank Fund III Trust, Bank Fund IV and Bank Fund IV
Trust and as such, has voting and despositive authority over the
shares held thereby.
(4) Includes 50 shares held jointly with spouse.
(5) Includes 674 shares granted pursuant to the 1995 Recognition and
Retention Plan and Trust ("Recognition Plan") that may be voted by the
director pending vesting and distribution.
(6) Includes 1,156 shares pursuant to the 1995 Stock Option Plan ("Option
Plan") that may be acquired within 60 days of the Voting Record Date.
(7) Includes 10,000 shares held jointly with spouse.
(8) Includes 3,772 shares held in the Bank's 401(k)/Profit-Sharing Plan
("401(k)/Profit Sharing Plan"), 1,235 shares allocated to Mr. Guthrie
as a participant in the Company's ESOP and 3,672 shares granted
pursuant to the Recognition Plan that may be voted by Mr. Guthrie
pending vesting and distribution; also includes 7,344 shares that may
be acquired within 60 days of the Voting Record Date pursuant to the
Option Plan.
(9) Includes 2,500 shares owned by Mr. Jones' spouse; also, includes 2,040
shares granted pursuant to the Recognition Plan that may be voted
pending vesting and distribution; also includes 2,312 shares that may
be acquired within 60 days of the Voting Record Date pursuant to the
Option Plan.
(Footnotes continued on following page)
7
<PAGE> 11
- -------------------------
(10) Includes 1,836 shares held in the Bank's 401(k)/Profit Sharing Plan,
959 shares allocated to Mr. Kelly as a participant in the Company's
ESOP and 3,672 shares granted pursuant to the Recognition Plan that
may be voted by Mr. Kelly pending vesting and distribution; also
includes 7,344 shares that may be acquired within 60 days of the
Voting Record Date pursuant to the Option Plan.
(11) Includes 5,000 shares held jointly with spouse.
(12) Includes 2,765 shares held by Mr. Purdy's spouse. Also includes 1,224
shares granted pursuant to the Recognition Plan that may be voted by
Mr. Purdy; also includes 2,720 shares that may be acquired within 60
days of the Voting Record Date pursuant to the Option Plan.
(13) Includes 3,946 shares allocated to executive officers and directors
pursuant to the ESOP, 23,018 shares granted pursuant to the
Recognition Plan which may be voted by the grantees providing vesting
and distribution and 43,792 shares that may be acquired within 60 days
of the Voting Record Date pursuant to the Option Plan.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation paid by the Bank for services rendered in all
capacities during the three years ended September 30, 1997 to the current
President and Chief Executive Officer of the Bank and the only other officer of
the Bank whose total annual compensation exceeded $100,000 during fiscal 1997.
Said officers, who also serve as executive officers of the Company do not
receive any compensation from the Company.
<TABLE>
<CAPTION>
============================================================================
Annual Compensation
------------------------------------------
Name and Fiscal Other Annual
Principal Year Salary Bonus Compensation(1)
Position
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Donald S. Guthrie 1997 $135,430 $ 9,284 --
President and Chief 1996 $124,768 $ -- --
Executive Officer(4) 1995 $125,000 $20,000 --
----------------------------------------------------------------------------
Thomas M. Kelly 1997 $102,308 $ 6,528 --
Executive Vice 1996 $ 93,346 $ -- --
President and Chief 1995 $ 92,558 $20,000 --
Financial Officer
============================================================================
</TABLE>
<TABLE>
<CAPTION>
==================================================
Long Term Compensation
-----------------------------------
All Other
Awards Payouts Compensation
-----------------------------------
Stock Number of LTIP
Grants(2) Options(3) Payouts
--------------------------------------------------
<C> <C> <C> <C>
$ -- -- -- $ 14,006(4)
$ -- -- -- $ 22,535(4)
$ 97,920 18,360 -- $ 17,863(4)
--------------------------------------------------
$ -- -- -- $ 10,707(5)
$ -- -- -- $ 12,138(5)
$ 97,920 18,360 -- $ 5,768(5)
==================================================
</TABLE>
- ------------------------
(1) Does not include amounts attributable to miscellaneous benefits
received by the named executive officers. In the opinion of
management of the Company, the costs to the Bank of providing such
benefits to each of the named executive officers during the year ended
September 30, 1997 did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.
(2) Represents the grant during fiscal 1995 of 6,120 shares of restricted
Common Stock to each of Messrs. Guthrie and Kelly, pursuant to the
Company's Recognition Plan, which were deemed to have had the
indicated value at the date of grant. The restricted Common Stock
awarded to Messrs. Guthrie and Kelly had a fair market value of
$97,920 and $97,920 at September 30, 1995, respectively, based on the
$16.00 per share closing market price on such date. The awards vest
20% each year beginning July 26, 1996 and dividends are paid on the
restricted shares.
(3) Consists of stock options granted pursuant to the Company's Option
Plan, which are exercisable at the rate of 20% each year beginning
July 26, 1996.
(Footnotes continued on next page)
8
<PAGE> 12
- ------------------------
(4) Reflects contributions made by the Bank on Mr. Guthrie's behalf to the
Bank's 401(k)/Profit-sharing Plan; also reflects in fiscal years 1997
and 1996, allocation of shares of Common Stock to ESOP with a fair
market value as of the date of allocation of $13,013 and $11,669,
respectively; also reflects in fiscal years 1997, 1996 and 1995 the
net expense of $0, $6,875 and $8,250, respectively, in premiums paid
on a life insurance policy. See "- Benefits - Supplemental Retirement
Benefits."
(5) Reflects contributions made by the Bank on Mr. Kelly's behalf to the
Bank's 401(k)/Profit-sharing Plan; also reflects in fiscal years 1997
and 1996, allocation of shares of Common Stock to ESOP with a fair
market value as of the date of allocation of $10,068 and $9,102,
respectively.
The following table discloses certain information regarding the
options held at September 30, 1997 by the Chief Executive Officer and the other
named executive officer. No options were exercised or acquired thereby during
the year ended September 30, 1997.
<TABLE>
<CAPTION>
Number of Options at Value of Options at
September 30, 1997 September 30, 1997
--------------------------------- ------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable(1)
----------------------------- ------------- --------------- ------------- ------------------
<S> <C> <C> <C> <C>
Donald S. Guthrie 7,344 11,016 $126,684 $190,026
Thomas M. Kelly 7,344 11,016 $126,684 $190,026
</TABLE>
- ---------------------------
(1) Based on a per share market price of $32.25 at September 30, 1997.
DIRECTORS' COMPENSATION
BOARD FEES. Directors of the Company received no compensation during
fiscal 1997. During fiscal 1997, members of the Board of Directors of the Bank
received $600 per meeting attended, until January 1997, when that fee was
increased to $650 per meeting attended. Full-time officers who serve on the
Board do not receive any fees for attending meetings of the Board or committees
thereof. During fiscal 1997, the Chairman of the Board received an annual fee
of $5,000 per annum. During fiscal 1997, members of the Board serving on the
Executive Committee, the Loan Committee and the Internal Review Committee
received $150 per meeting attended, until January 1997, when that fee was
increased to $175 per meeting attended, while members of the Board serving on
other committees received $125 per meeting attended, until January 1997, when
that fee was increased to $150 per meeting attended.
STOCK OPTIONS. Pursuant to the Option Plan each non-employee director
of the Company was granted in July 1995 compensatory stock options to purchase
2,720 shares of Common Stock (except that each non-employee director who had
served as a director of the Bank for more than 30 years was granted
compensatory options to purchase 5,440 shares of Common Stock). In addition,
compensatory options to purchase 340 shares of Common Stock were granted to
each non-employee director (except that each non-employee director who has
served as a director of the Bank for more than 30 years was granted
compensatory options to purchase 680 shares of Common Stock) on each of the
next two succeeding anniversary dates of the initial grant. Options granted to
non-employee directors vest at the rate of 20% per year from the date of grant.
RESTRICTED STOCK AWARDS. Pursuant to the Recognition Plan, each
non-employee director of the Company was granted in July 1995 816 shares of
restricted Common Stock (except that each non-employee director who had served
as a director of the Bank for more than 30 years was granted 1,632 shares of
restricted Common Stock). In addition, 102 shares of restricted stock were
granted to each non-employee director (except that each non-employee director
who has served as a director of the Bank for more than 30 years shall be
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granted 204 shares of restricted stock) on each of the next two succeeding
anniversary dates of the initial grant. The restricted stock granted pursuant
to the Recognition Plan vests at the rate of 20% per year from the date of
grant.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Bank (collectively the "Employers") entered into
employment agreements with each of Messrs. Guthrie, Henderson and Kelly
effective January 25, 1995. The Employers agreed to employ Messrs. Guthrie,
Henderson and Kelly for a term of three years in their current respective
positions. The term of each employment agreement shall be extended each year
for a successive additional one-year period unless the Employers or the
officer, not less than 30 days prior to the annual anniversary date, elect not
to extend the employment term.
The employment agreements are terminable with or without cause by the
Employers. The officers have no right to compensation or other benefits
pursuant to the employment agreement for any period after voluntary termination
or termination by the Employers for cause, disability, retirement or death,
provided, however, that (i) in the event that the officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreement or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the officer as a result of certain adverse actions which are taken
with respect to the officer's employment following a Change in Control of the
Company, as defined, Messrs. Guthrie, Henderson and Kelly will be entitled to a
cash severance amount equal to 2.99 times their base salary. In addition,
Messrs. Guthrie, Henderson and Kelly will be entitled to a continuation of
benefits similar to those they are receiving at the time of such termination
for the remaining term of the agreement or until the officer obtains full-time
employment with another employer, whichever occurs first.
The Employers also entered into severance agreements with Mesdames
Mulcahy and Walsh effective January 25, 1995. Under the terms of such
severance agreements, the Employers have agreed that in the event that such
officer's employment is terminated as a result of certain adverse actions that
are taken with respect to the officer's employment following a Change in
Control of the Company, as defined, such officer will be entitled to a cash
severance amount equal to two times her base salary.
Each employment and severance agreement provides that in the event
that any of the payments to be made thereunder or otherwise upon termination of
employment are deemed to constitute "excess parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended, then
such payments and benefits received thereunder shall be reduced, in the manner
determined by the employee, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being
non-deductible by the Employers for federal income tax purposes. Excess
parachute payments generally are payments in excess of three times the base
amount, which is defined to mean the recipient's average annual compensation
from the employer includable in the recipient's gross income during the most
recent five taxable years ending before the date on which a change in control
of the employer occurred. Recipients of excess parachute payments are subject
to a 20% excise tax on the amount by which such payments exceed the base
amount, in addition to regular income taxes, and payments in excess of the base
amount are not deductible by the employer as compensation expense for federal
income tax purposes.
Messrs. Guthrie's and Kelly's agreements provide that they will be
entitled to the use of an automobile. In addition, in the event of Mr.
Guthrie's death during the term of the agreement, his estate will receive
payments equal to the amount of compensation due for the remainder of the term
of the agreement at his current salary at the time of his death and his spouse
shall be covered under the Bank's health insurance plan until age 65. With
respect to Messrs. Henderson and Kelly, in the event of their death, their
estates will receive payments equal to the amount of compensation due for the
remainder of the term of the agreement at their respective current salaries at
the time of their respective deaths.
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BENEFITS
401(k)/Profit Sharing Plan. As of December 31, 1993, the Bank
established the 401(k)/Profit Sharing Plan, which is a tax-qualified defined
contribution plan. Full-time employees (those with at least 1000 hours service
during the Plan years) who have been credited with at least 12 consecutive
months of service and who have attained age 21 are eligible to participate in
the 401(k)/Profit Sharing Plan. Under the 401(k)/Profit Sharing Plan, a
separate account is established for each participating employee and the Bank
may make discretionary contributions to the 401(k)/Profit Sharing Plan that are
allocated to the participants' accounts. In addition, participants are
permitted to make contributions to their accounts within the 401(k)/Profit
Sharing Plan. Such contributions cannot exceed $9,500 during calendar 1997,
which amount is increased annually to reflect increases in the cost of living.
Participants are fully vested in both the Bank's contribution as well as the
amount that they defer and contribute to the 401(k)/Profit Sharing Plan.
Distributions from the 401(k)/Profit Sharing Plan are made upon termination of
service, death or disability in a lump sum. The normal retirement age under
the plan is 62.
During fiscal 1997, the Bank contributed $13,749 to the 401(k)/Profit
Sharing Plan, including $993 and $639 for the accounts of Messrs. Guthrie and
Kelly, respectively.
Deferred Compensation Arrangements. The Bank provides supplemental
retirement benefits to Messrs. Betts, Jones and Purdy and Ms. Faulkner in
recognition of their long service to the Bank. Under the terms of the Bank's
arrangements with such persons, each person receives monthly payments, which
payments commenced the first month subsequent to each such person's retirement.
Such payments will continue with respect to Messrs. Betts and Purdy and Ms.
Faulkner until such persons reach age 80. Mr. Jones' payments will continue
until January 2000. In accordance with such arrangements, Mr. Betts and Ms.
Faulkner each received $12,500 during fiscal 1997 while Mr. Jones received
$36,000 and Mr. Purdy received $58,000 during such period.
Supplemental Retirement Benefits. In July 1994, the Bank purchased a
split dollar variable life insurance policy for the benefit of Mr. Guthrie in
the amount of $1.0 million in order to supplement the retirement benefits to be
received by Mr. Guthrie pursuant to the Bank's SEP and the Profit Sharing Plan.
Under the arrangements with the Bank, upon Mr. Guthrie's retirement from the
Bank after attaining age 68, Mr. Guthrie will receive an aggregate annual
supplemental retirement benefit until his death, which is estimated to amount
to approximately 50% of his salary. Although the expected benefits are to be
paid from the cash value of the policy, there is no guarantee that the cash
value of the policy will in fact produce such level of benefits. The insurance
policy was issued in Mr. Guthrie's name, but the Bank has agreed to pay all
premiums required. However, as a part of such agreement, Mr. Guthrie has
assigned to the Bank his interest in the policy to the extent of the cash
surrender value and death benefit thereof. Upon Mr. Guthrie's death, any
proceeds remaining after reimbursing the Bank for the total amount of premiums
paid will be paid to Mr. Guthrie's beneficiary under the policy. During fiscal
1997, the Bank did not incur any net premium expense. The Bank also has
entered into a similar arrangement with one other executive officer and has
purchased a $500,000 variable life insurance policy for such officer in
connection therewith. The Bank also expects to enter into agreements during
fiscal 1998 with Mr. Kelly and two other executive officers to provide similar
benefits to those described above.
Employee Stock Ownership Plan and Trust. The Company has established
the ESOP for employees of the Company and the Bank. Full-time employees of the
Company and the Bank who have been credited with at least 1,000 hours of
service during a twelve month period and who have attained age 21 are eligible
to participate in the ESOP.
The ESOP has borrowed funds from the Company in order to purchase
shares of Common Stock. The loans to the ESOP will be repaid principally from
the Company's and the Bank's contributions to the ESOP with the shares
purchased with the proceeds of the loans being pledged as collateral for the
loans. The Company may, in any plan year, make additional discretionary
contributions for the benefit of plan participants in either cash or shares of
Common Stock, which may be acquired through the purchase of outstanding shares
in the market or from individual stockholders, upon the original issuance of
additional shares by the Company or upon the sale of treasury shares by the
Company. Such purchases, if made, would be funded through additional
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<PAGE> 15
borrowing by the ESOP or additional contributions from the Company. The
timing, amount and manner of future contributions to the ESOP will be affected
by various factors, including prevailing regulatory policies, the requirements
of applicable laws and regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in
a suspense account and released on a pro rata basis as debt service payments
are made. Discretionary contributions to the ESOP and shares released from the
suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have
contributed to the ESOP. Participants will vest in their right to receive
their account balances within the ESOP upon the completion of five years of
service. In the case of a Change in Control, as defined, however, participants
will become immediately fully vested in their account balances. Benefits may be
payable upon retirement, early retirement, disability or separation from
service. The Company's contributions to the ESOP are not fixed, so benefits
payable under the ESOP cannot be estimated.
Messrs. Calderoni, Jones and Purdy serve as Trustees of the ESOP.
Under the ESOP, the Trustees must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees. Allocated
shares for which employees do not give instructions, and unallocated shares,
will be voted in the same ratio on any matter as to those shares for which
instructions are given.
Generally accepted accounting principles require that any third-party
borrowing by the ESOP be reflected as a liability on the Company's statement of
financial condition. Because the ESOP borrowed from the Company, such
obligation is not treated as a liability, but is excluded from stockholders'
equity. If the ESOP purchases newly issued shares from the Company, total
stockholders' equity would neither increase nor decrease, but per share
stockholders' equity and per share net earnings would decrease because of the
increase in the number of outstanding shares.
The ESOP is subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended, and the regulations of the Internal
Revenue Service and the Department of Labor promulgated thereunder.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank's policy provides that all loans made by the Bank to its
directors and executive officers are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features. All such loans were made by the Bank in
the ordinary course of business and were not made with favorable terms nor did
they involve more than the normal risk of collectibility, except one loan in
the amount of $75,000 made to Carol Walsh and her husband at a 1% discount on
interest charged. All such loans were current as of September 30, 1997.
Mr. Edmund Jones, a director of the Bank, is a member of the law firm,
Jones, Guthrie & Strohm, P.C., which serves as general counsel to the Bank.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who beneficially own more than 10% of the Common Stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("Commission"). Officers, directors and more than 10%
shareholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
the Company believes that during the year ended September 30, 1997 and with
respect thereto, all filing requirements applicable to its officers and
directors and more than 10% stockholders have been satisfied.
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RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Deloitte & Touche
LLP, independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending September 30, 1998, and
further directed that the selection of auditors be submitted for ratification
by the stockholders at the Annual Meeting.
The Company has been advised by Deloitte & Touche LLP that neither
that firm nor any of its associates has any relationship with the Company or
its subsidiaries other than the usual relationship that exists between
independent certified public accountants and clients. Deloitte & Touche LLP
will have one or more representatives at the Annual Meeting who will have an
opportunity to make a statement, if they so desire, and who will be available
to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 1998.
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is anticipated to be held in January 1999, must be received
at the principal executive offices of the Company, 22 West State Street, Media,
Pennsylvania 19063, Attention: Carol Walsh, Corporate Secretary, no later than
September 9, 1998. If such proposal complies with all of the requirements of
Rule 14a-8 under the Exchange Act, it will be included in the proxy statement
and set forth on the form of proxy issued for such annual meeting of
stockholders. It is urged that any such proposals be sent by certified mail,
return receipt requested.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended September 30, 1997 accompanies this Proxy Statement. Such annual report
is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR FISCAL 1997 REQUIRED TO BE FILED UNDER THE EXCHANGE ACT. SUCH WRITTEN
REQUESTS SHOULD BE DIRECTED TO THOMAS M. KELLY, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER, FIRST KEYSTONE FINANCIAL, INC., 22 WEST STATE STREET,
MEDIA, PENNSYLVANIA 19063. THE FORM 10-KSB IS NOT PART OF THE PROXY
SOLICITATION MATERIALS.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on
the Board of Directors of the Company to vote the proxy with respect to the
approval of the minutes of the last meeting of stockholders, the election of
any person as a director if the nominee is unable to serve or for good cause
will not serve, matters incident to the conduct of the meeting, and upon such
other matters as may properly come before the Annual Meeting. As of the date
hereof, management is not aware of any business that may properly come before
the Annual Meeting other than the matters described above in this Proxy
Statement. However, if any other matters should properly come before the
meeting, it is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of the persons
voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company has retained Regan & Associates, Inc., a professional proxy
solicitation firm, to assist in the solicitation of proxies. Such firm will be
paid a fee of $4,000, plus reimbursement for out-of-pocket expenses. The
Company will reimburse brokerage
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<PAGE> 17
firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending the proxy materials to the beneficial owners of the
Company's Common Stock. In addition to solicitations by mail, directors,
officers and employees of the Company may solicit proxies personally or by
telephone without additional compensation.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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<PAGE> 18
/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST KEYSTONE FINANCIAL, INC.
<TABLE>
<S> <C>
WITH- FOR ALL
FOR HOLD EXCEPT
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD 1. ELECTION OF DIRECTORS
OF DIRECTORS OF FIRST KEYSTONE FINANCIAL, INC. Nominees for four-year term: / / / / / /
("COMPANY") FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JANUARY 28, 1998 EDWARD CALDERONI, SILVIO F. D'IGNAZIO AND JOAN G. TAYLOR
AND AT ANY ADJOURNMENT THEREOF.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
The undersigned, being a stockholder of the Company MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE
as of December 15, 1997, hereby authorizes the Board PROVIDED BELOW.
of Directors of the Company or any successors thereto
as proxies with full powers of substitution, to ---------------------------------------------------------------------
represent the undersigned at the Annual Meeting of FOR AGAINST ABSTAIN
Stockholders of the Company to be held at the Towne 2. PROPOSAL to ratify the appoint-
House Restaurant located at 117 Veterans Square, ment of Deloitte & Touche LLP as / / / / / /
Media, Pennsylvania, on January 28, 1998 at 2:00 p.m., the Company's independent audi-
Eastern Time, and at any adjournment of said meeting, tors for the fiscal year ending September 30, 1998.
and thereat to act with respect to all votes that the
undersigned would be entitled to cast, if then PLEASE CHECK BOX IF YOU PLAN TO ATTEND ---------------- > / /
personally present, as set forth herein. THE MEETING.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF
NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR
PROPOSAL 2 AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY
REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE
ANNUAL MEETING. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE
BOARD OF DIRECTORS' NOMINEES AND PROPOSAL 2.
-----------------------
Please be sure to sign and date Date The above signed hereby acknowledges receipt of a Notice of Annual
this Proxy in the box below Meeting of Stockholders of the Company called for January 28, 1998, a
- --------------------------------------------------------- Proxy Statement for the Annual Meeting and the Company's 1997 Annual
Report to Stockholders prior to the signing of this Proxy.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS
PROXY. WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.
- --Stockholder sign above----Co-holder (if any) sign above WHEN SHARES ARE HELD JOINTLY, ONLY ONE HOLDER NEED SIGN.
+ +
</TABLE>
- --------------------------------------------------------------------------------
- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
FIRST KEYSTONE FINANCIAL, INC.
- --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
